Service Agreement, Terms (July 2016)

Pricing is based on specifications included in a proposal. Pricing may be adjusted should the scope of the services change. Client requests for special or additional support/services, or revisions to the program are billed at $50-$200/hour depending on scope of support/services requested. Unless stated otherwise, pricing is effective for ninety (90) days, and thereafter subject to change.

Webinars / seminars fees are due in full front; travel and accommodations are billed separately.

Reimbursement required for all travel and accommodations requested by clients, associations.

Balances due for any projects are due prior to access to ManagInc products and reporting. All invoices are considered due and payable upon presentation. Finance charges equal to 1.5% per month will be added to all overdue accounts.

ManagInc reserves the right to place any project on hold and/or to deny Client access to the client portal if an account is overdue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland. The parties consent that the venue for all actions arising under this Agreement (or involving their relationship) shall be proper if brought in Baltimore County, Maryland, and further consent to personal jurisdiction in the courts of Baltimore County, Maryland for all such actions, and expressly waive trial by jury in all proceedings.

Due to the time associated with preparing each client’s program, preparing for and implementing the roll out plan, programs cancelled once ManagInc has initiated set up work will receive no refund.

Prospective client, the Receiving Party, shall, and shall cause each of its Representatives, forever: (i) to hold in strict confidence all Proprietary Information; (ii) to protect such Proprietary Information with the same degree of care as the Receiving Party treats its own confidential information, which shall in no event be less than a standard of reasonable care; (iii) not to, without the prior written consent of the Disclosing Party, such consent to be given or withheld in such Disclosing Party’s sole discretion, disclose or permit such Proprietary Information to be disclosed to anyone other than the Receiving Party’s Representatives who have a legitimate need to know such Proprietary Information for the Receiving Party to negotiate, participate in, or perform services relating to the potential business arrangements between the parties; (iv) not to use and not to permit its Representatives to use the Disclosing Party’s Proprietary Information for any reason other than in connection with the potential business arrangements between the parties; (v) not to, directly or indirectly, copy, reproduce, use, publish, disseminate, misuse, misappropriate, sell, assign, or otherwise transfer or disclose to any person the Proprietary Information; and (vi) not to use any of the Proprietary Information for the purpose of competing with the Disclosing Party, either directly or indirectly, or to assist third persons or entities to compete with the Disclosing Party.

Each party shall indemnify and hold the other party harmless from and against all liabilities, claims, damages, costs and expenses which are incurred as a direct result of, or in connection with, the breach of the applicable proposal; PROVIDED, HOWEVER, THAT (i) IN NO EVENT SHALL A PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOST SALES OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE), AND (ii) THE TOTAL CUMULATIVE LIABILITY OF ANY PARTY IN CONNECTION WITH ALL CAUSES OF ACTION SHALL BE LIMITED TO, IN THE AGGREGATE, THE AMOUNT OF FEES PAID AND TO BE PAID TO THE COMPANY UNDER THE APPLICABLE PROPOSAL, TOGETHER WITH COSTS OF COLLECTION INCLUDING ATTORNEYS’ FEES.

In connection with all intellectual property provided by a Client to the Company for use in connection with services to be rendered, reports to be issued or otherwise, (i) the Company shall have no responsibility to confirm that the Client has the necessary intellectual property rights in connection with the use of such items supplied or to be included, (ii) the Company may assume that the Client has obtained all permissions and approvals from all others in connection with the use of such intellectual property, and (iii) the Client shall indemnify, defend and hold the Company harmless from all third party claims in connection therewith.

Data and documents uploaded to and stored on our cloud platform is subject to industry-leading data security technology and procedures. We encrypt all data passed between our servers and your browser with SSL-only connections (“Data in Transit Encryption”). In addition, we encrypt all data and documents stored on servers (“Data at Rest Encryption”) using a 512 bit key, the same as Microsoft’s BitLocker and Apple’s OS X FileVault. Our datacenter facilities meet the criteria of the Center for Financial Industry Information Systems (FISC), one of the highest standards in the industry and our cloud infrastructure and processes are ISO27001 certified.

Granular permission controls and data segregation is employed on the platform to ensure that each client’s audit, inputted data and uploaded documents can only ever be viewed by authorized employees of a client’s company and the ManagInc audit team.

ManagInc's policy is to not discuss, disclose, or otherwise communicate any information regarding an assignment to others not associated with the project. ManagInc reserves the right to promote a new client contracting for the services of ManagInc, to include the company name in a ManagInc client list that is used for marketing purposes, as well as to incorporate results into a bench-marking database.

Client has the right to use program results in marketing, promotional, sales, training and other activities but agrees to recognize/source ManagInc as the service provider.

Seminar content is the property of ManagInc LLC. Use of any content may only be permissible with prior written approval, and any such use must source ManagInc LLC (ManagInc, www.ManagInc.com).